Rescission Offer definition

Rescission Offer means a rescission offer or offers to be launched by the Borrower under which the Borrower will offer (using cash and/or Capital Stock) to (a) rescind and repurchase the units (consisting, in part, of Capital Stock of the Borrower), including any unrealized losses with respect to such units, sold to or issued to Persons in the GenCorp Stock Fund of the GenCorp Savings Plan who may have been deemed to have purchased such units that were “sold” in violation of Section 5 of the Securities Act of 1933, as amended, or any similar state laws, (b) make payments to Persons who sold such units at a loss or who have unrealized losses with respect to such units and (c) pay interest to affected Persons; provided that the Rescission Offer shall not include the rescission of units purchased by participants after the effective date of the Borrower’s registration statement on Form S-8 dated June 30, 2008.
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Rescission Offer means a rescission offer or offers to be launched by the Borrower under which the Borrower will offer (using cash and/or Capital Stock) to (a) rescind and repurchase the units (consisting, in part, of Capital Stock of the Borrower), including any unrealized losses with respect to such units, sold to or issued to Persons in the GenCorp Stock Fund of the GenCorp Savings Plan who may have been deemed to have purchased such units that were “sold” in violation of Section 5 of the Securities Act, or any similar state laws, (b) make payments to Persons who sold such units at a loss or who have unrealized losses with respect to such units and (c) pay interest to affected Persons; provided that the Rescission Offer shall not include the rescission of units purchased by participants after the effective date of the Borrower’s registration statement on Form S-8 dated June 30, 2008.
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Rescission Offer means a rescission offer, in form and substance acceptable to MPI and BRC, made by MPI in accordance with the requirements of the Act with respect to the Prepaid Funds.
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Examples of Rescission Offer in a sentence

  • In order to follow the First-In, First-Out (FIFO) calculation, each participant must match up his or her own purchases of Rescission Offer Units to the sale of such Units.

  • Rescission Offer Units are considered as those purchased after March 31, 2006, through April 3, 2007.

  • Except for the Rescission offer and as disclosed in the Rescission Offer Registration Statement, there are no actions, suits, claims, investigations or other legal proceedings pending or, to the knowledge of Elegance, threatened against or by Elegance that challenge or seek to prevent, enjoin or otherwise delay the execution and delivery of this Agreement.

  • Except for the Rescission offer and as disclosed in the Rescission Offer Registration Statement, the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not result in a violation or breach by Elegance of, or constitute a default by Elegance under, any agreement, instrument, law, decree, judgment or order to which Elegance is a party or by which Elegance may be bound.

  • This principle, commonly called “first-in, first-out,” or “FIFO,” will be used by us in determining which Shares you sold at a loss and which Shares you now hold are eligible for repurchase and should be used by you to help determine whether or not you wish to accept the Rescission Offer.

  • To the Knowledge of the Seller, the Shares were issued in compliance with all Legal Requirements, other than the failure by the Company to comply with the securities laws described in the section entitled "Rescission Offer" of the Registration Statement.

  • Although the Rescission Offer is expected to reduce liability with respect to potential private civil claims, it will not necessarily prevent such claims from being asserted against the Issuer and/or its affiliates, including claims under applicable US federal securities laws.

  • Prior to the completion of the Rescission Offer, the amount of the provision will fluctuate, perhaps materially, due, in part, to the volatility of the market prices for the structured notes subject to the Rescission Offer.

  • Pursuant to the Rescission Offer, the Issuer will offer to repurchase the relevant affected securities at the Rescission Price.

  • In addition, the hedging arrangements may be modified, may not prove effective (in existing or modified form), may expire prior to the end of the Rescission Offer and do not cover any other losses arising out of potential private civil claims or enforcement actions.


More Definitions of Rescission Offer

Rescission Offer means a rescission offer or offers to be launched by the Borrower under which the Borrower will offer (using cash and/or Qualified Capital Stock) to (a) rescind and repurchase the units (consisting, in part, of Equity Interests of the Borrower), including any unrealized losses with respect to such units, sold to or issued to Persons in the Aerojet Rocketdyne Stock Fund of the Aerojet Rocketdyne Savings Plan who may have been deemed to have purchased such units that were “sold” in violation of Section 5 of the Securities Act, or any similar state laws (the “Rescission Offer Affected Persons”), (b) make payments to Rescission Offer Affected Persons who sold such units at a loss or who have unrealized losses with respect to such units and (c) pay interest to Rescission Offer Affected Persons as compensation for such losses or unrealized losses; provided, that, the Rescission Offer shall not include the rescission of units purchased by participants after the effective date of the Borrower’s registration statement on Form S-8 dated June 30, 2008.
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Related to Rescission Offer

  • Extension Offer has the meaning specified in Section 2.15(a).

  • Purchase Offer shall have the meaning assigned to such term in Section 2.25(a).

  • Initial Offer means the initial offer of Participating Shares in a Fund as set out in the applicable Supplement;

  • Repurchase Offer shall have the meaning specified in Section 11.1(b).

  • Failed Remarketing Condition—Purchased VRDP Shares Redemption means redemption by the Corporation, at a redemption price equal to $100,000 per share plus accumulated but unpaid dividends thereon (whether or not earned or declared) to, but excluding, the date fixed by the Board of Directors for redemption, of shares of a Series of VRDP Shares that the Liquidity Provider shall have acquired pursuant to the Purchase Obligation and continued to be the beneficial owner of for federal income tax purposes for a continuous period of six (6) months during which such VRDP Shares are tendered for Remarketing on each Business Day in accordance with the Related Documents but cannot be successfully remarketed (i.e., a Failed Remarketing Condition-Purchased VRDP Shares shall have occurred and be continuing for such period of time with respect to such VRDP Shares), determined by the Corporation on a first-in, first-out basis, in accordance with and subject to the provisions of the Fee Agreement and these Articles Supplementary.

  • Change of Control Offer has the meaning provided in Section 4.15.

  • Borrower Solicitation of Discount Range Prepayment Offers means the solicitation by any Company Party of offers for, and the corresponding acceptance by a Lender of, a voluntary prepayment of Term Loans at a specified range of discounts to par pursuant to Section 2.05(a)(v)(C).

  • pre-emptive offer means an offer of equity securities open for acceptance for a period fixed by the Directors to holders (other than the Company) on the register on a record date fixed by the Directors of ordinary shares in proportion to their respective holdings but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory;

  • Tag-Along Offer has the meaning set forth in Section 8.5(b).

  • Initial Offer Period means the period determined by the Directors during which Shares of any class are offered by the ICAV for purchase or subscription at the Initial Price.

  • Initial Offer Price means the initial price payable for a Share as specified in the relevant Supplement for each Fund.

  • Pro Rata Extension Offers shall have the meaning assigned to such term in Section 2.21(e).

  • Loan Modification Offer has the meaning specified in Section 2.24(a).

  • Offer to Purchase means an offer to purchase Notes by the Company from the Holders commenced by mailing a notice to the Trustee and each Holder stating:

  • Final Offer means the offer on which a resource was dispatched by the Office of the Interconnection for a particular clock hour for the Operating Day.

  • Tender Notice means the Tender Notice set out in Part 1 of this TenderDocument;

  • Failed Remarketing Condition—Purchased VRDP Shares means that the Liquidity Provider acquires and continues to be the beneficial owner for federal income tax purposes of any shares of a Series of VRDP Shares in connection with purchases made pursuant to the Purchase Obligation (whether as a result of an unsuccessful Remarketing or a Mandatory Purchase) on any Purchase Date, including shares of a Series of VRDP Shares that the Liquidity Provider continues to be the beneficial owner of for federal income tax purposes after the expiration or termination of the VRDP Shares Purchase Agreement.

  • Discount Range Prepayment Offer means the irrevocable written offer by a Term Lender, substantially in the form of Exhibit L, submitted in response to an invitation to submit offers following the Auction Agent’s receipt of a Discount Range Prepayment Notice.

  • Sell Offer means an offer to sell Capacity Resources in a Base Residual Auction, Incremental Auction, or Reliability Backstop Auction.

  • Market/Offer Price means the highest of (i) the price per share of Common Stock at which a tender or exchange offer therefor has been made, (ii) the price per share of Common Stock to be paid by any third party pursuant to an agreement with Issuer, (iii) the highest closing price for shares of Common Stock within the six-month period immediately preceding the date the Holder gives notice of the required repurchase of this Option or the Owner gives notice of the required repurchase of Option Shares, as the case may be, or (iv) in the event of a sale of all or any substantial part of Issuer's assets or deposits, the sum of the net price paid in such sale for such assets or deposits and the current market value of the remaining net assets of Issuer as determined by a nationally recognized investment banking firm selected by the Holder or the Owner, as the case may be, and reasonably acceptable to Issuer, divided by the number of shares of Common Stock of Issuer outstanding at the time of such sale. In determining the market/offer price, the value of consideration other than cash shall be determined by a nationally recognized investment banking firm selected by the Holder or Owner, as the case may be, and reasonably acceptable to Issuer.

  • Early Repurchase Date shall have the meaning specified in Section 3(d) of this Agreement.

  • Subscription Offering means the offering of the Conversion Stock to Participants.

  • Exchange Notice has the meaning set forth in Section 2.1(a)(iii).

  • Mandatory Purchase means the mandatory purchase of Outstanding VRDP Shares by the Liquidity Provider pursuant to this Agreement in connection with a Mandatory Purchase Event.

  • Permitted Offer means a tender offer or an exchange offer for all outstanding Common Shares of the Company determined by the Board of Directors of the Company, after receiving such advice as it deems necessary and giving due consideration to all relevant factors, to be in the best interests of the Company and its stockholders.

  • Mandatory Purchase Date means the Purchase Date for a Mandatory Purchase in accordance with this Statement and the VRDP Purchase Agreement.